Common use of Certain Permitted Disclosure Clause in Contracts

Certain Permitted Disclosure. Nothing contained in this Section 5.3 shall be deemed to prohibit the Company or the Company Board from (i) complying with its disclosure obligations under the U.S. federal securities Laws with regard to an Acquisition Proposal, including taking and disclosing to the Company’s stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to the Company’s stockholders), or (ii) making any “stop-look-and-listen” communication to the Company’s stockholders pursuant to Rule 14d-9(f) under the Exchange Act (or any similar communications to the Company’s stockholders); provided, however, that the Company Board shall not make or resolve to make a Change of Recommendation except in accordance with Section 5.3(e).

Certain Permitted Disclosure. Nothing contained in this Section 5.3 shall be deemed to prohibit the Company or the Company Board from (i) complying with its disclosure obligations under the U.S. federal securities Laws or state Law with regard to an Acquisition Proposal, including taking and disclosing to the Company’s stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to the Company’s stockholders), or (ii) making any “stop-look-and-listen” communication to the Company’s stockholders pursuant to Rule 14d-9(f) under the Exchange Act (or any similar communications to the Company’s stockholders); provided, however, that the Company Board shall not make or resolve to make a Change of Recommendation except in accordance with Section 5.3(e).

Certain Permitted Disclosure. Nothing contained in this Section 5.3 Agreement shall be deemed to prohibit the Company or the Company Board from (i) complying with its disclosure obligations under the U.S. United States federal securities Laws or state Law with regard to an Acquisition Proposal, including taking and disclosing to the Company’s its stockholders a position contemplated by Rule 14d-9 or and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to the Company’s stockholders), ) or (ii) making any “stop-look-and-listen” communication to the Company’s stockholders of the Company pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any similar communications to the stockholders of the Company’s stockholders); provided, however, provided that this Section 5.7(e) shall not permit the Company Board shall not make or resolve to make a Company Change of in Recommendation except or to take any other actions contemplated by this Section 5.7, except, in accordance with each case, to the extent expressly permitted by, and subject to the terms and conditions of, this Section 5.3(e)5.7.

Certain Permitted Disclosure. Nothing contained in this Section 5.3 6.2 shall be deemed to prohibit the Company or the board of directors of the Company Board or any committee thereof from (i) complying with its disclosure obligations under the U.S. federal securities Laws or state Law with regard to an Acquisition Proposal, including taking and disclosing to the Company’s its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to the Company’s stockholders), or (ii) making any “stop-look-and-listen” communication to the Company’s stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act (or any similar communications to the stockholders of the Company’s stockholders); provided, however, that the board of directors of the Company Board or any committee thereof shall not make or resolve to make a any Change of Recommendation except in accordance with Section 5.3(e)6.2(c) of this Agreement.

Certain Permitted Disclosure. Nothing Notwithstanding anything to the contrary contained in this Section 5.3 Agreement, nothing contained herein shall prohibit or be deemed to prohibit the Company or the Company Board or any committee thereof from (i) complying with its disclosure obligations under the U.S. federal securities Laws with regard to an Acquisition Proposal, including taking and disclosing to the Company’s its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to the Company’s stockholders), or (ii) making any “stop-look-and-listen” communication to the Company’s stockholders of the Company pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any similar communications to the stockholders of the Company’s stockholders); provided, however, provided that neither the Company nor the Company Board shall not make or resolve may effect a Company Adverse Recommendation Change except to make a Change of Recommendation except the extent in accordance with Section 5.3(e5.8(e).

Certain Permitted Disclosure. Nothing contained in this Section 5.3 6.5 shall be deemed to prohibit the Company or the Company Board from (i) complying with its disclosure obligations under the U.S. United States federal securities Laws or state law with regard to an Acquisition Proposal, including taking and disclosing to the Company’s stockholders its shareholders a position contemplated by Rule 14d-9 or and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to the Company’s stockholders), shareholders) or (ii) making any “stop-look-and-listen” communication to the Company’s stockholders shareholders of the Company pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any similar communications to the shareholders of the Company’s stockholders); provided, however, provided that the Company Board shall not make or resolve to make a Change of publicly states that there has been no change in the Company Recommendation except in accordance with Section 5.3(e)such disclosure.

Certain Permitted Disclosure. Nothing contained in this Section 5.3 6.2 shall be deemed to prohibit the Company or the Company Board or the Special Committee from (i) complying with its disclosure obligations under the U.S. federal securities Laws or state Law with regard to an Acquisition Proposal, including taking and disclosing to the Company’s stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to the Company’s stockholders), or (ii) making any “stop-look-and-listen” communication to the Company’s stockholders pursuant to Rule 14d-9(f) under the Exchange Act (or any similar communications to the Company’s stockholders); provided, however, that the Company Board or the Special Committee shall not make or resolve to make a Change of Recommendation except in accordance with Section 5.3(e6.2(g).